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HomeMy WebLinkAbout2021-11-22 - Forte Architects - General Agreements / General Service Agreements - 2021-10Professional Services Agreement for East Wenatchee Police Department Remodel (2021-10) Page 1 of 15 Professional Services Agreement for East Wenatchee Police Department Remodel – Project No. 2021-10 1. Governing Law. The laws of the state of Washington govern how to interpret, construe, and enforce the Agreement. 2. Parties. The parties to this Agreement are the City of East Wenatchee (“City”) and Forte Architects (“Contractor”). The City and Contractor (together “Parties”) are located at the below addresses and are valid for any notice required under this Agreement: Contractor Lenka Slapnicka 240 N Wenatchee Ave Wenatchee, WA 98801 (509)293-5566 lenka@fortearchitects.com The City of East Wenatchee Garren Melton, Public Works Manager 271 9th St. NE East Wenatchee, WA 98802 (509) 884-9515 gmelton@eastwenatcheewa.gov 3. Term. The term of this Agreement begins on November 3, 2021 and continues until Contractor completes the Services described in Exhibit A, but no later than 12/31/2022. The parties may extend the term of this Agreement by mutual, written agreement. 4. Termination. 4.1. 30-day Notice. The City may terminate this Agreement, without or without cause, upon providing Contractor with a 30-day, written notice. 4.2. Immediate. The City may terminate this Agreement immediately if Contractor fails to maintain the required insurance policies, breaches confidentiality, or materially violates Section 12 of this Agreement. If the City immediately terminates this Agreement, Contractor will be ineligible for further agreements with the City. Professional Services Agreement for East Wenatchee Police Department Remodel (2021-10) Page 2 of 15 4.3. Non-appropriation of funds. The current fiscal period is January 1, 2021 to December 31, 2021. If the East Wenatchee City Council does not appropriate sufficient funds for any future fiscal period: the City will not be obligated to pay for services or amounts incurred after the end of the current fiscal period; this Agreement will terminate after Contractor completes all remaining Exhibit A services for which funds are allocated, and the City will not incur any penalty or expense if this provision applies. 5. Contractor’s Services. Exhibit A is attached and incorporated into this Agreement. Contractor must perform Services specifically described in Exhibit A, under the direction of the Mayor or her designee, in a manner consistent with the accepted professional practices for other similar services within the North Central Washington region, to the City’s satisfaction, and within the time period prescribed in this Agreement. Acceptance of the Services are subject, at all times, to the City’s inspection and approval. Contractor must cooperate with and freely participate in any monitoring or evaluation activities conducted by the City that are pertinent to the intent of this Agreement. If the City fails to inspect or approve, however, Contractor must continue to perform services, notwithstanding the City’s knowledge of defective or non-complying performance, its substantiality, or the ease of its discovery. 6. Warranties. Contractor warrants that: 6.1. It has the requisite training, skills, and experience necessary to complete the Services. 6.2. It is accredited and licensed by all applicable agencies and government entities, including a City of East Wenatchee business license. 7. Compensation. 7.1. Amount. In return for Contractor performing the Services set forth in Section 5, the City will pay Contractor an amount not to exceed $197,857. 7.2. Rates. Exhibit B is attached and incorporated into this Agreement. The City will pay Contactor according to the rates set forth in Exhibit B. Contractor agrees that any rates set forth in Exhibit B will remain locked and are the negotiated rates for the Term of this Agreement. Professional Services Agreement for East Wenatchee Police Department Remodel (2021-10) Page 3 of 15 7.3. Method. Contractor will submit a monthly invoice to the City in a form specified by the City. The monthly invoice must detail the services performed during the month, detail the number of hours spent performing such services, and detail any reimbursable costs and expenses incurred with performing such services. Contractor must also submit a final invoice upon completing all services. The City will pay only after Contractor has performed the services and within 30 days after the appropriate City representative has approved the invoice. 7.4. Disputed services. If the City believes in good faith that Contractor has not satisfactorily performed a service, the City may request that Contractor correct the service before the City pays for such service. In such event, the City must reasonably explain to Contractor its concerns over the service and the remedy that the City expects from Contractor. The City may withhold from any payment otherwise due an amount that the City believes is under dispute. If Contractor does not provide a sufficient remedy, the City may retain the amount equal to the cost to the City for otherwise correcting or remedying the service not satisfactorily completed. 7.5. Taxes. Contractor is solely responsible to pay any tax imposed by any lawful jurisdiction on any compensation received under this Agreement. 7.6. Advance Payment Prohibited. The City does not accept requests for early payment, down payment, or partial payment. 8. Indemnification. 8.1. Contractor Indemnification. Contractor agrees to release, indemnify, defend, and hold the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees, penalties expenses, attorney’s fees, costs, and/or litigation expenses to or by any and all persons or entities, including, without limitation, their respective agents, subcontractors, employees, licensees, or representatives; arising from, resulting from, or in connection with this Agreement or the acts, errors or omissions of Contractor in performance of this Agreement, except for that portion of the claims caused by the City's sole negligence. Should a court of competent jurisdiction determine that this Agreement is subject to RCW Professional Services Agreement for East Wenatchee Police Department Remodel (2021-10) Page 4 of 15 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of Contractor and the City, Contractor's liability, including the duty and cost to defend, hereunder is only to the extent of Contractor's negligence. Contractor must ensure that each sub-contractor agrees to defend and indemnify the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers to the extent and on the same terms and conditions as Contractor pursuant to this paragraph. The City's inspection or acceptance of any of Contractor’s work when completed is grounds to avoid any of these covenants of indemnification. 8.2. Industrial Insurance Act Waiver. Contractor specifically and expressly waives any immunity that may be granted to it under the Washington State industrial insurance act, Title 51 RCW, solely for the purposes of this indemnification. Contractor's indemnification is not be limited in any way by any limitation on the amount of damages, compensation or benefits payable to or by any third party under workers' compensation acts, disability benefit acts or any other benefits acts or programs. The Parties acknowledge that they have mutually negotiated this waiver. 8.3. Intellectual Property. Contractor releases and will defend, indemnify and hold harmless the City from and against all claims, cost, liabilities, damages, expenses (including but not limited to reasonable attorney fees) and royalties based upon any actual or alleged infringement or misappropriate of any patent, copyright, trade secret, trademark, or other intellectual property right by any work. Further, if any work infringes or misappropriates any patent, copyright, trade secret, trademark or other intellectual property right, Contractor must either (a) procure for the City the right to use such work; or (b) modify work so that it no longer infringes or misappropriates any such right. 8.3.1. Copyrights and use of Materials. Contractor hereby assigns to the City all right, title, and interest, including, but not limited to, copyright and all copyright rights, in all Materials created by Contractor in its performance under this Agreement and/or delivered to the City hereunder and must execute any documents necessary to effectuate such assignment. If Contractor uses any individual who is not a full-time employee of Contractor or entity to perform any work required of it pursuant to this Agreement, Contractor must require said individual or entity to sign an agreement containing identical wording as the foregoing with the exception that word “Contractor” is to be replaced with the individual’s or entity’s name. Materials constitute all written and other tangible expressions, including, but Professional Services Agreement for East Wenatchee Police Department Remodel (2021-10) Page 5 of 15 not limited to, drawings, documents, reports, surveys, renderings, exhibits, models, prints, photographs, etc. All Materials furnished by the Contractor hereunder are the property of the City. If either party terminates this Agreement for any reason, the City has the right to receive, and Contractor must promptly provide to the City, all drawings, documents, reports, surveys, renderings, exhibits, models, prints, photographs, and other materials prepared by the City for the Services. In the event of termination, and notwithstanding any dispute regarding the amount to be paid under this Agreement, the City retains the right to receive and use any such documents or materials. 8.4. City Indemnification. The City agrees to release, indemnify, defend and hold Contractor, its officers, directors, shareholders, partners, employees, agents, representatives, and sub-contractors harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, losses, fines, fees, penalties expenses, attorney’s fees, costs, and/or litigation expenses to or by any and all persons or entities, including without limitation, their respective agents, licensees, or representatives, arising from, resulting from or connected with this Agreement to the extent solely caused by the negligent acts, errors, or omissions of the City. 8.5. Survival. Each provision of Section 8 survives the expiration or termination of this Agreement with respect to any event occurring prior to such expiration or termination. 9. Insurance. Contractor must carry insurance for liability which may arise from or in connection with the performance of the Services or work by Contractor, its agents, representatives, employees or subcontractors for the duration of the Agreement and thereafter with respect to any event occurring prior to such expiration or termination as follows: 9.1. Minimum Limits. Contractor agrees to carry as a minimum, the following insurance, in such forms and with such carriers who have a rating that is satisfactory to the City: 9.1.1. Commercial general liability insurance covering liability arising from premises, operations, independent contractors, products-completed operations, stop gap liability, personal injury, bodily injury, death, property Professional Services Agreement for East Wenatchee Police Department Remodel (2021-10) Page 6 of 15 damage, products liability, advertising injury, and liability assumed under an insured contract with limits no less than $1,000,000 for each occurrence and $1,000,000 general aggregate. 9.1.2. Workers' compensation and employer's liability insurance in amounts sufficient pursuant to the laws of the State of Washington. 9.1.3. Automobile liability insurance covering all owned, non-owned, hired and leased vehicles with a minimum-combined-single limits in the minimum amounts required to drive under Washington State law per accident for bodily injury, including personal injury or death, and property damage. 9.1.4. Professional liability insurance with limits no less than $1,000,000 per claim and $1,000,000 policy aggregate for damages sustained by reason of or in the course of operation under this Agreement, whether occurring by reason of acts, errors or omissions of Contractor. 9.2. No Limit of Liability. Contractor’s maintenance of insurance as required by the agreement does not limit the liability of Contractor to the coverage provided by such insurance, or otherwise limit the City’s recourse to any remedy available at law or in equity. Contractor’s insurance coverage is the primary insurance as respect the City. Any insurance, self-insurance, or insurance pool coverage maintained by the City is in excess of Contractor’s insurance and does not contribute with it. 9.3. Additional Insured, Verification. The City must be named as additional insured on all commercial general liability insurance policies. Concurrent with the execution of this Agreement, Contractor must provide certificates of insurance for all commercial general liability policies attached hereto as Exhibit C and incorporated by this reference. At the City's request, Contractor must furnish the City with copies of all insurance policies and with evidence of payment of premiums or fees of such policies. If Contractor's insurance policies are "claims made," Contractor is required to maintain tail coverage for a minimum period of three years from the date this Agreement is actually terminated or upon project completion and acceptance by the City. 9.4. Survival. Each provision of Section 9 survives the expiration or termination of this Agreement with respect to any event occurring prior to such expiration or termination. Professional Services Agreement for East Wenatchee Police Department Remodel (2021-10) Page 7 of 15 10. Independent Contractor. Contractor is an independent contractor. No employee relationship with the City and Contractor, its agents, employees, subcontractors is implied or created through this Agreement or performance of the Services. Contractor is responsible for the performance of any work performed by its subcontractors and agents as if it had performed the work itself. 10.1. Control. Contractor has the ability to control and direct the performance and details of its work and is solely responsible for the results obtained through performance of the services. And the City is interested only in the results obtained under this Agreement. 10.2. Benefits. The City is neither liable, nor obligated to pay Contractor, Contractor’s employees, or Contractor’s agents sick leave, vacation pay, or holiday pay. The City is neither liable, nor obligated to pay Contractor, Contractor’s employees, or Contractor’s agents any social security or other tax or any other benefit of employment which may arise as an incident of employment. 10.3. Safety. Contractor must take all necessary precautions and is responsible for the safety of its employees, agents, and subcontractors in the performance of the contract work and must utilize all protection necessary for that purpose. All work is done at Contractor’s own risk, and Contractor is responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. 10.4. Taxes. Contractor must pay all income and other taxes due except as specifically set forth in this Agreement. 10.5. Insurance. Industrial or any other insurance that is purchased for the benefit of the City, regardless of whether such may provide a secondary or incidental benefit to Contractor, does not convert this Agreement into an employment contract. 10.6. Notice. If Contractor is a sole proprietorship or if this Agreement is with an individual, Contractor agrees to notify the City and complete any required form if Contractor is retired under a State of Washington retirement system and agrees to indemnify any losses the City may sustain through Contractor’s failure to do so. Professional Services Agreement for East Wenatchee Police Department Remodel (2021-10) Page 8 of 15 11. Property and Confidential Information. Without the prior, written consent of the City, Contractor may not disclose to third parties information that is not otherwise subject to public disclosure unless: (1) The information is lawfully known to Contractor prior to the effective date of this Agreement; (2) The information is in the public domain prior to the time of disclosure by Contractor other than through a breach of this Agreement or through other acts or omissions of Contractor; or (3) The information is received by Contractor from a third party who does not have an obligation to keep the same confidential. 12. Work Product. All work product, including records, files, documents, plans, computer disks, magnetic media or material which may be produced or modified by Contractor while performing services pursuant to this Agreement belongs to the City. At the termination of this Agreement, Contractor must deliver copies of files containing the written record of Contractor's work. Until at least 12 months following final payment, Contractor must provide the City prompt access to (and the City has the right to examine, audit and copy) all of Contractor's books, documents, papers and records related to the work. 13. Conflict of Interest. The Parties recognize that Contractor may perform professional services during the Term for other entities. Contractor agrees, however, that it may not perform other professional services during the Term that conflict with or interfere with Contractor’s ability to perform Services. Contractor agrees to resolve any conflict of interest that may arise in the City’s favor. Contractor confirms that it does not have and will not enter into a business interest or a family relationship with any elected official or employee of the City or has already disclosed such business interest or family relationship to City. Should such a business interest or family relationship become evident after the Agreement is formed, contractor must disclose that business interest or family relationship to City in a timely manner. 14. Books and Records. Contractor agrees to maintain books, records, and documents which sufficiently and properly reflect all direct and indirect costs related to the performance of the Services and maintain such accounting procedures and practices as may be deemed necessary by the City to assure proper accounting of all funds paid pursuant to this Agreement. Contractor records shall include but not be limited to accounting records (hard copy, as well as computer readable data if it can be made available); contracts; payroll records; subconsultant agreements; vendor agreements; purchase orders; leases; original estimates; estimating work sheets; correspondence; receipts; memoranda; and any other supporting evidence deemed necessary to substantiate charges under this agreement. These records are subject, at all reasonable times, to inspection, review or audit by the City, its authorized Professional Services Agreement for East Wenatchee Police Department Remodel (2021-10) Page 9 of 15 representative, the State Auditor, or other governmental officials authorized by law to monitor this Agreement. 15. Public Records Act. 15.1. Contractor understands and agrees that the records it obtains or produces under this Agreement are public records under chapter the Public Records Act (42.56 RCW). 15.2. Contractor agrees to keep and maintain the records it obtains or produces under this Agreement for 6 years after the termination of this Agreement. 15.3. Contractor must cooperate in a timely manner with the City in responding to a public records request for records obtained or produced under this Agreement or the services provided under this Agreement. Such cooperation includes searching all records regarding the Services described in Section 5 and Exhibit A of this Agreement and producing all records that are potentially responsive to a public records request to the City. 15.4. Contractor may not charge the City for the time spent gathering and producing records pursuant to a public records request. 15.5. Contractor agrees to pay the City for any damages, attorney’s fees, or costs that the City incurs if Contractor fails to produce a timely, responsive record to a public records request. 15.6. Survival. Each provision of Section 15 survives the expiration or termination of this Agreement. 16. Equal Opportunity Employer. In all services, programs, activities, hiring, and employment made possible by or resulting from this Agreement or any subcontract, there must be no discrimination by Contractor or its subcontractors of any level, or any of those entities’ employees, agents, subcontractors, or representatives against any person because of sex, sexual orientation, age (except minimum age and retirement provisions), race, color, religion, creed, color, national origin, marital status, honorably discharged veteran or military status, or the presence of any disability, including sensory, mental or physical handicaps, unless based upon a bona fide occupational qualification in relationship to hiring and employment. This Professional Services Agreement for East Wenatchee Police Department Remodel (2021-10) Page 10 of 15 requirement applies, but not be limited to the following: employment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. Contractor must comply with and must not violate any of the terms of Chapter 49.60 RCW, Title VI of the Civil Rights Act of 1964, the Americans With Disabilities Act, Section 504 of the Rehabilitation Act of 1973, 49 CFR Part 21, 21.5 and 26, or any other applicable federal, state, or local law or regulation regarding non-discrimination. 17. Social Equity Requirements. During the performance of this Agreement, Contractor, for itself, its assigns and successors in interest agree as follows: 17.1. Compliance with Regulations. Contractor must comply with the Regulations relative to nondiscrimination in federally assisted programs of the United States Department of Transportation (“USDOT”), Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time. 17.2. Nondiscrimination. With regard to the work performed by Contractor, Contractor must not discriminate on the grounds of race, color, age, sex, marital status, sexual orientation, gender identity, creed, religion, ancestry, national origin, honorably discharge veteran or military status, or the presence of or any sensory, mental, or physical handicap, unless based upon a bone fide occupational qualification, in the selection and retention of subcontractors, including procurement of materials and leases of equipment. Contractor must not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of Title 49 of the Federal Regulations. 17.3. Courtesy. Contractor will ensure that its respective employees, agents, and subcontractors conduct themselves in a courteous and expeditious manner. The use of abusive, indecent, offensive, coarse, or insulting language, or any form of harassment is prohibited and will not be tolerated. Contractor’s employees, agents, and subcontractors will be competent and hold appropriate licenses and endorsements. The City may require the removal of any employee or subcontractor of Contractor for misconduct or incompetent or negligent performance. Such persons will not be allowed to perform services under this Contract without the written consent of the City. 17.4. Information and Reports. Contractor must provide all information reports required by the Regulations or directives issued pursuant thereto, and must permit access to his books, records, counts, or other sources of information Professional Services Agreement for East Wenatchee Police Department Remodel (2021-10) Page 11 of 15 and its facilities as may be determined by the contracting agency or the appropriate Federal agency to be pertinent to ascertain compliance with such Regulations, orders and instructions. Where any information required of Contractor is in the exclusive possession of another who fails or refuses to furnish this information, Contractor must so certify to WSDOT or the USDOT as appropriate, and must set forth what efforts were made to obtain the information. 17.5. Sanctions for noncompliance. In the event of the Contractor's noncompliance with the nondiscrimination provisions of this contract, the contracting agencies will impose such contract sanctions as it or the USDOT may determine to be appropriate, including, but not limited to: 17.5.1. Withholding of payments to Contractor under the Agreement until Contractor complies, and/or; 17.5.2. Cancellation, termination, or suspension of contract, in whole or in part. 18. Venue. The venue for any legal dispute regarding this Agreement is Douglas County Superior Court. 19. Dispute Resolution. The parties mutually intend to establish procedures to facilitate the informal and inexpensive resolution of all disputes arising under this Agreement, by mutual cooperation and without resort to litigation. Accordingly, all disputes involving this transaction, or between the parties hereto with respect to the subject matter hereof, must be resolved in a final and binding manner in accordance with the following procedures. Whether or not mediation/arbitration is under way, any party may have full access to the courts to compel compliance with the provisions of this Article and to enforce or confirm an arbitration award. 19.1. Negotiation. The parties agree to first attempt to negotiate a mutually satisfactory resolution to the dispute as follows: 19.1.1. The complaining party must notify (in the manner required in this Agreement) the other parties of the alleged dispute, controversy, claim or breach of contract (hereinafter “Dispute’) by explaining in writing the nature of the Dispute, and referring to the relevant paragraphs of this Agreement Professional Services Agreement for East Wenatchee Police Department Remodel (2021-10) Page 12 of 15 upon which it bases its position regarding the Dispute. The complaining party must also set forth in such notice a proposed solution to the Dispute; 19.1.2. The parties receiving such notice must respond by notice individually to the complaining party within twenty days of the effective date of the complaining party’s notice, with an explanation of its defensive position, if any, including references to the relevant paragraphs of the Agreement and a response to the proposed solution; and 19.1.3. Within twenty days following notice of this defensive response, the parties must meet and discuss options for resolving the Dispute; the complaining party must initiate the scheduling of this resolution meeting. In the event a party fails to cooperate in scheduling the resolution meeting, then the complaining party may elect to skip the negotiation and mediation procedures and immediately proceed with arbitration. 19.1.4. Mediation. If the parties are unable to satisfactorily resolve the Dispute through such negotiation, mediation must be held within thirty days of an unsuccessful resolution meeting. The mediation will be governed by and under the then-applicable rules of JAMS/Endispute (“JAMS”) in Chelan County. The complaining party must contact JAMS to schedule the mediation. The parties may agree on a mediator from the JAMS panel. If they are unable to agree, the parties will request JAMS to designate a mediator for the Parties. 20. General Provisions. 20.1. Interpretation and Modification. This Agreement, together with any attached Exhibits, contains all of the agreements of the Parties with respect to any matter covered or mentioned in this Agreement. No prior statements or agreements, whether oral or written, are effective for any purpose. Should any language in any Exhibits to this Agreement conflict with any language in this Agreement, the terms of this Agreement prevail. The respective captions contained in this Agreement are inserted for convenience of reference only and do not modify or otherwise affect any of the provisions of this Agreement. If a provision of this Agreement is declared invalid, inoperative, null and void, or illegal, all other provisions of this Agreement remain in full force and effect. Any act done by either Party prior to the effective date of the Agreement that is known by the other party and is consistent with the authority of the Agreement Professional Services Agreement for East Wenatchee Police Department Remodel (2021-10) Page 13 of 15 and compliant with the terms of the Agreement, is hereby ratified as having been performed under the Agreement. Neither party may amend, waive, or modify a provision of this Agreement, except by written agreement signed by duly authorized representatives of the Parties. 20.2. Assignment and Beneficiaries. Neither Contractor nor the City has the right to transfer or assign, in whole or in part, any or all of its obligations and rights hereunder without the prior written consent of the other Party. If the non- assigning party gives its consent to any assignment, the terms of this Agreement continue in full force and effect and no further assignment may be made without additional written consent. Subject to the foregoing, the rights and obligations of the Parties inure to the benefit of and be binding upon their respective successors in interest, heirs and assigns. This Agreement is made and entered into for the sole protection and benefit of the Parties hereto. No other person or entity has any right of action or interest in this Agreement based on any provision set forth herein. 20.3. Compliance with Laws. Contractor must comply with and perform the Services in accordance with all applicable federal, state, local, and city laws including, without limitation, all City codes, ordinances, resolutions, regulations, rules, standards and policies, as now existing or hereafter amended, adopted, or made effective. 20.4. Enforcement. Time is of the essence of this Agreement and each and all of its provisions in which performance is a factor. Adherence to completion dates set forth in Exhibit A is essential to Contractor's performance of this Agreement. Any notices required to be given by the Parties must be delivered at the addresses set forth at the beginning of this Agreement. Any notices must be deposited in the United States mail, postage prepaid, to the address set forth above and must be emailed to the address set forth above. Any notice so posted in the United States mail is deemed received three days after the date of mailing. Any remedies provided for under the terms of this Agreement are not intended to be exclusive but are cumulative with all other remedies available to the City at law, in equity or by statute. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances is not a waiver or relinquishment of those covenants, agreements or options, and the same remain in full force and effect. Failure or delay of the City to declare any breach or default immediately upon occurrence does not waive such breach or default. Failure of the City to declare one breach or default does not act as a waiver of the City's right to declare another breach or default. Professional Services Agreement for East Wenatchee Police Department Remodel (2021-10) Page 14 of 15 20.5. No Gifts and Gratuities. Contractor may not offer, nor may a City employee or official accept gifts, gratuities, loans, trips, favors, special discounts, work, or anything of economic value in conjunction with the City business practices. Contractor and City employees and City officials must strictly adhere to the statutes and ordinances for ethics in contracting and purchasing, including the City Ethics Code, RCW 42.23 (Code of Ethics for Municipal Officers) and RCW 42.52 (Ethics in Public Service). This is applicable to any business practice, whether a contract condition, bid practice, or at any activity related to the City business. 20.6. Personal Liability. The parties agree that no official, officer, employee, or agent of the City is in any way liable or responsible for any covenant or Contract herein contained whether express or implied, nor for any statement of representation made herein or in any connection with this Contract. 20.7. Attorney’s Fees. If any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of this Agreement, the substantially prevailing party is entitled to recover reasonable attorney’s fees and other costs incurred in that action, arbitration or proceeding. OR If either Party brings any claim or lawsuit arising from this Agreement, each Party must pay all its legal costs and attorney's fees and expenses incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; provided, however, nothing in this paragraph limits the Parties’ rights to indemnification under Section 8 of this Agreement. 20.8. Execution. Each individual executing this Agreement on behalf of the City and Contractor represents and warrants that such individual is duly authorized to execute and deliver this Agreement. This Agreement may be executed in any number of counterparts, each of which will be deemed an original and with the same effect as if all Parties hereto had signed the same document. All such counterparts will be construed together and constitute one instrument, but in making proof hereof it is only be necessary to produce one such counterpart. The signature and acknowledgment pages from such counterparts may be assembled together to form a single instrument comprised of all pages of this Agreement and a complete set of all signature and acknowledgment pages. The date upon which the last of all of the Parties have executed a counterpart of this Agreement is the “date of mutual execution” hereof.